UNITED STATES

SECURITIES AND EXCHANGE COMMISSION

Washington, D.C. 20549

FORM 8-K

CURRENT REPORT

Pursuant to Section 13 OR 15(d) of the Securities Exchange Act of 1934

Date of Report (Date of earliest event reported): ~~September~~October 201, 2021 (September 1530, 2021)

LUCKWEL PHARMACEUTICALS INC.

(Exact name of registrant as specified in its charter)

Nevada

333-187874

46-1660653

(State or other jurisdiction

of incorporation)

(Commission

File Number)

(IRS Employer

Identification No.)

125 Cambridge Park Drive, Suite 301,Cambridge		MA 02140
(Address of principal executive offices)		(Zip Code)

Registrant’s telephone number, include area code +1 (617) 430 5222

(Former name or former address, if changed since last report)

Check the appropriate box below if the Form 8-K filing is intended to simultaneously satisfy the filing obligation of the registrant under any of the following provisions (see General Instruction A.2. below):

☐	Written communications pursuant to Rule 425 under the Securities Act (17 CFR 230.425)

☐	Soliciting material pursuant to Rule 14a-12 under the Exchange Act (17 CFR 240.14a-12)

☐	Pre-commencement communications pursuant to Rule 14d-2(b) under the Exchange Act (17 CFR 240.14d-2(b))

☐	Pre-commencement communications pursuant to Rule 13e-4(c) under the Exchange Act (17 CFR 240.13e-4(c))

Securities registered pursuant to Section 12(b) of the Act:

Title of each class		Trading Symbol(s)		Name of each exchange on which registered
N/A		N/A		N/A

Indicate by check mark whether the registrant is an emerging growth company as defined in as defined in Rule 405 of the Securities Act of 1933 (§230.405) or Rule 12b-2 of the Securities Exchange Act of 1934 (§240.12b-2).

Emerging growth company ☒

If an emerging growth company, indicate by check mark if the registrant has elected not to use the extended transition period for complying with any new or revised financial accounting standards provided pursuant to Section 13(a) of the Exchange Act. ☐

Section 41 - ~~Matters~~Registrant’s ~~Related~~Business ~~to Accountants~~ and ~~Financial Statements~~Operations

Item 41.01 ~~Changes~~Entry ininto ~~Registrant’s~~a ~~Certifying~~Material ~~Accountant.~~Definitive Agreement

On September 1530, 2021, ~~our~~Luckwel ~~independent registered public accounting firm~~Pharmaceuticals, ~~Marcum~~Inc. ~~LLP~~ (the “~~Marcum~~Company”) ~~notified~~entered usinto ina ~~writing~~consultant ~~that~~agreement with Mr. Mark Corrao ~~our~~to ~~client-auditor~~provide ~~relationship~~certain ~~had~~financial-related ~~ceased~~services. Pursuant to bethe ~~effective~~agreement, asMr. ofCorrao ~~September~~will 13receive a monthly base consulting fee of $2,000 based ~~2021~~on an hourly rate of $275. ~~Marcum’s~~He ~~resignation~~will ~~was~~be ~~accepted~~eligible ~~and~~for ~~approved~~a performance cash bonus of 50% of the base consulting fee in the event the byCompany ~~Kingrich~~uplists ~~Lee~~onto the Nasdaq. Additionally, ~~our~~Mr. ~~Chief~~Corrao ~~Executive~~shall ~~Officer~~be ~~and~~entitled ~~sole~~to ~~director,~~an onoption ~~September~~to 20purchase 100,000 ~~2021.~~shares ~~Marcum~~of the Company’s common ~~reports~~stock onby/before ~~the~~November ~~financial~~2021 ~~statements for~~pursuant to the ~~years~~Company’s ~~ended~~Stock ~~March~~Option 31and Equity Incentive Plan, ~~2020~~which shall vest one year thereafter provided (i) Mr. Corrao is still engaged as the Company’s consultant and ~~March~~(ii) ~~31,~~the ~~2019~~Company’s ~~did~~common ~~not~~stock ~~contain~~has anbeen approved ~~adverse~~to ~~opinion~~be oruplisted aon ~~disclaimer~~the Nasdaq. The initial term of ~~opinion,~~Mr. ~~nor~~Corrao’s ~~was~~engagement itshall ~~qualified or~~expire ~~modified~~on asMarch to31, ~~uncertainty~~2022, ~~audit~~and ~~scope,~~thereafter shall orautomatically ~~accounting~~renew ~~principles~~for ~~but~~successive itsix-month ~~included~~terms anunless ~~explanatory~~terminated. ~~paragraph~~If ~~concerning~~the Company terminates this agreement during the ~~uncertainty~~initial ofterm without cause, the ~~Company’s~~aforesaid ~~ability~~performance tocash ~~continue~~bonus asshall abe ~~going~~paid ~~concern~~and the option shall immediately vest.

~~During~~The ~~the~~foregoing ~~years~~description ~~ended~~of ~~March 31, 2021 and March 31, 2020 and subsequent interim period preceding such resignation there were no disagreements with~~ the ~~Marcum~~principal onterms ~~any matter~~ of ~~accounting~~the ~~principles~~consultant oragreement ~~practices,~~is ~~financial~~a ~~statement~~general ~~disclosure,~~description ~~or auditing scope or procedure~~only, ~~which~~ ~~disagreement(s),~~does if not ~~resolved~~purport to ~~the~~be ~~satisfaction of Marcum~~complete, and ~~would~~is ~~have~~qualified ~~caused~~in itits toentirety ~~make~~by reference to the ~~subject~~terms ~~matter~~ of the ~~disagreement(s)~~consultant inattached ~~connection~~hereto ~~with its report. Additionally, during this time period, there were no reportable events~~ as ~~described in~~Exhibit ~~Item 304(a)(v) of Regulation S-K other than the matters regarding the withdrawal of filings on Forms~~ 10~~-Q and 10-K that is disclosed in Item 4~~.~~02 below~~1, ~~and~~which ~~the~~are ~~communication~~incorporated herein by ~~Marcum~~this ~~of material weaknesses in our internal controls over financial reporting, as described in Item 9A of our Form 10-K for the year ended March 31, 2020 filed on June 10, 2021~~reference.

Item 4 9.0201 ~~Non-Reliance on Previously Issued~~ Financial Statements orand ~~a Related Audit Report or Completed Interim Review~~Exhibits.

~~On September 20, 2021, our Chief Executive Officer and sole director, Kingrich Lee, determined that it is appropriate to withdraw our previously filed financial statements as of~~ (id) ~~June 30, 2020 and for the three months ended June 30, 2020, which were included in the Company’s~~ Quarterly Report on Form 10-Q for the period ended June 30, 2020, filed on September 7, 2021, (ii) September 30, 2020 and for the three and six months ended September 30, 2020, which were included in the Company’s Quarterly Report on Form 10-Q for the period ended September 30, 2020, filed on September 8, 2021, (iii) December 31, 2020 and for the three and nine months ended December 31, 2020, which were included in the Company’s Quarterly Report on Form 10-Q for the period ended December 31, 2020, filed on September 8, 2021, and (iv) March 31, 2021 for the year ended March 31, 2021, which were included in the Company’s Annual Report on Form 10-K for the year ended March 31, 2021, filed on September 9, 2021, (the “Non-Reliance Period,” and the financial statements, the “Non-Reliance Financial Statements”). On September 9, 2021, Marcum notified us that the withdrawal of these financial statements is necessary since Marcum had not completed its review of Non-Reliance Financing Statements (i) – (iii) and had not provided the requisite authorizations to file these statements. Further, Marcum had not completed its audit procedures with respect to Non-Reliance Financing Statements (iv), nor had it provided authorization to file and sign the audit report contained therein.Exhibits

Accordingly, Mr. Lee has determined that the Non-Reliance Financial Statements included in these filings on Forms 10-Q and 10-K should no longer be relied upon. We are presently amending the Non-Reliance Financial Statements and will ensure that the aforementioned financial statements and periodic reports will be properly reviewed and authorized by our new independent registered public accounting firm before filing.

Exhibit No.		Description
10.1		Consultant Agreement between Mr. Mark Corrao and the Company dated September 30, 2021.

Marcum was provided a copy of the disclosures made herein and was given the opportunity, no later than the day of filing this Current Report on Form 8-K, to review those disclosures and provide us a letter stating whether or not they agree with those disclosures. We will attach any letter we receive as an exhibit to an Amended Form 8-K within two business days of receipt.

SIGNATURES

Pursuant to the requirements of the Securities Exchange Act of 1934, the registrant has duly caused this report to be signed on its behalf by the undersigned hereunto duly authorized.

	LUCKWEL PHARMACEUTICALS INC.
Date: September 20, 2021		/s/ Kingrich Lee
Date: October 1, 2021		/s/ Kingrich Lee
	Name:	Kingrich Lee
	Title:	Chief Executive Officer and Chief Financial Officer

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